*1 Before VAUGHN , SEITZ , and TRAYNOR , Justices.

O R D E R This 30 th day of October 30, 2017, the Court having considered this matter after oral argument and on the briefs filed by the parties has determined that the final judgment of the Court of Chancery should be affirmed on the basis of and for the reasons assigned by the Court of Chancery in its opinion dated August 11, 2016 and order dated January 9, 2017.

NOW, THEREFORE, IT IS HEREBY ORDERED that the judgment of the Court of Chancery be, and the same hereby is, AFFIRMED.

BY THE COURT: /s/ James T. Vaughn, Jr. Justice